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Madeleine Crane
Thank you, operator. Welcome to LegalZoom's Third Quarter 2025 Earnings Conference Call. Joining me today is Jeff Stibel, our Chairman and Chief Executive Officer; and Noel Watson, our Chief Operating Officer and Chief Financial Officer. As a reminder, we will be making forward-looking statements on this call. These forward-looking statements can be identified by the use of words such as believe, expect, plan, anticipate, will, intend and similar expressions and are not and should not be relied upon as a guarantee of future performance or results.
Such forward-looking statements are based on management's assumptions and expectations and information available to us as of today's date. These forward-looking statements are also subject to risks and uncertainties that could cause actual results to differ materially from such statements. These risks and uncertainties are referred to in the press release we issued today and in the Risk Factors section of our most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission.
Except as required by law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. In addition, we will also discuss certain non-GAAP financial measures. We use non-GAAP measures in making decisions regarding our business, and we believe these measures provide helpful information to investors. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
Reconciliations of all non-GAAP measures to the most directly comparable GAAP measures are set forth in the Investor Relations section of our website at investors.legalzoom.com. I will now turn the call over to Jeff.
Jeffrey Stibel · Operator
Noel Watson
Thank you, Jeff, and good afternoon, everyone. As Jeff mentioned, we delivered another quarter of strong financial performance and operational execution. We continue to build a solid foundation for sustainable growth and profitability. We once again accelerated growth in our core subscription business while coming in above our expectations across key financial targets. We believe that the work we are doing positions us well to address the needs of existing and established small businesses and will enable us to broaden our customer base and capture greater wallet share.
Based on our better-than-expected performance in the third quarter and increased confidence in the remainder of the year, we are raising our 2025 revenue outlook. Before discussing our guidance in more detail, I will review our third quarter financial results. Unless otherwise stated, all comparisons will be on a year-over-year basis. We achieved record third quarter revenue of $190 million, reflecting 13% growth. Subscription revenue also increased 13%, reflecting both accelerating growth and representing the second consecutive quarter of double-digit growth.
Subscription revenue benefited from outperformance in our compliance and virtual mail offerings in addition to contribution from our important 1-800 accountant partnership and the addition of Formation Nation. We ended the quarter with approximately 1.96 million subscription units, a 14% increase as compared to the third quarter of last year. This growth was driven by the bundling of our bookkeeping solution and legal advisory subscription into certain business formation offerings, an increase in virtual mail subscriptions as well as the inclusion of subscription units from our Formation Nation acquisition.
We expect moderation in unit growth in Q4 from lower renewal rates of these initial bundled cohorts. ARPU was $256 for the quarter, down 3% year-over-year and flat with the second quarter. The year-over-year decrease was driven by a continued mix shift towards lower-priced subscription offerings related to the bundling of Form and eSignature, bookkeeping and legal advisory subscriptions into our higher-end formation SKUs.
Of note, we continue to see ARPU gains in our compliance offerings. Transaction revenue increased 12% to $65 million, driven largely by the acquisition of Formation Nation, along with growth in annual report and trademark filings. This was partially offset by the expected decline in BOIR revenue. We expect transaction revenue to grow at a similar rate in the fourth quarter. We recorded a 2% increase in transaction units to 259,000 due to the inclusion of Formation Nation transactions and higher annual report filings, partially offset by a decline in BOIR transactions.
We processed 126,000 business formations in the third quarter. The 12% year-over-year increase in business formations was primarily due to our Formation Nation acquisition. Average order value was $251 for the quarter, up 11% versus the same period last year, driven by the elimination of low-value BOIR transactions, coupled with a volume increase in our higher-priced concierge services. Finally, deferred revenue decreased by $0.1 million from Q2, reflective of the typical seasonality in our business.
Turning to profitability. All of the following metrics are on a non-GAAP basis. Third quarter gross margin was 71%, flat versus prior year. Sales and marketing costs were $61 million or 32% of revenue, an increase of 40% from prior year. Customer acquisition marketing costs increased $10 million or 30%. You may recall last year, we tested lower performance marketing spend levels to evaluate efficiencies. Non-CAM sales and marketing expenses increased $7 million or 75%, which is primarily a result of the addition of the Formation Nation sales team.
Technology and development costs were $15 million, down 2% and general and administrative expenses were $13 million, a decrease of $2 million or 11%. Our strong execution drove adjusted EBITDA of $46 million, representing a margin of 24%. Free cash flow was $47 million in the quarter, up 114% compared to $22 million for the same period in 2024. Our free cash flow improvement was in part due to an improvement in change in deferred revenue, lower capital expenditures, lower severance costs versus the third quarter of 2024, where we executed a restructuring and lower cash taxes from the impact of the One Big Beautiful Bill Act.
We ended the quarter with cash and cash equivalents of $237 million. Our cash position increased by $20 million versus Q2 '25, benefiting from strong free cash flow generation, partially offset by share repurchases. During Q3, we repurchased approximately 1.8 million shares at an average price of $9.91 per share for a total of $17.6 million. As of quarter end, we had approximately $112 million remaining under our authorization.
Our $100 million revolving credit facility remains undrawn. With our strong cash position and healthy free cash flow generation, we plan to continue investing into our business in areas with strong growth potential while also evaluating strategic M&A opportunities. Now turning to our outlook. We are pleased to have outperformed our third quarter expectations. As a result of our performance over the year and momentum in the business, we are increasing our full year revenue outlook for the second consecutive quarter.
For the full year 2025, we now expect revenue between $748 million and $752 million, representing growth of 10% at the midpoint of the range. For the same period, we expect to achieve adjusted EBITDA in the range of $168 million to $170 million, which reflects approximately a 23% margin at the midpoint. For the fourth quarter, we expect revenue between $182 million and $186 million, representing growth of 14% at the midpoint of the range.
For the same period, we expect to achieve adjusted EBITDA in the range of $46 million to $48 million, which reflects approximately a 26% margin at the midpoint. In closing, we continue to demonstrate progress against our 3 focus areas as we set the foundation for future growth. We have effectively repositioned our business to drive predictability, sustainability and profitable growth. We continue to be excited by the long-term potential of our business as we now focus our efforts towards serving both new and established small businesses.
Thank you for your time today. I will now turn the call over to the operator for Q&A. Operator?[ id="-1" name="Operator" /> [Operator Instructions] Our first question comes from Ella Smith from JPMorgan Chase.
Eleanor Smith
Welcome back, Madeleine. So first, I was hoping to ask about pricing and bundling. To what extent is pricing and bundling contributing to your subscription growth? And how important of a lever is that as you think about your forward growth?
Jeffrey Stibel · Operator
Eleanor Smith
Got it. That's very helpful. And maybe we're throwing in a question about the -- sorry, did I cut you off?
Jeffrey Stibel · Operator
Eleanor Smith
Okay. Great. For my second question, I was hoping to ask about the white glove concierge offering since it's newer. You employ and have a network of combination of attorneys, accountants and lawyers. Can you tell us how all these different players factor into the offering?
Questions & answers
Jeffrey Stibel · Operator
Patrick McIlwee
Q1
Great results this quarter. Jeff, I believe your prior connection with OpenAI was deemed a collaboration. But this quarter, you mentioned that you signed an enterprise deal with the company. I know you said more details to come on that, but would you be willing to elaborate at all on how that partnership has developed or any indications of what that deal entails?
Jeffrey Stibel · Operator
Patrick McIlwee
Q2
Okay. Great. That's very helpful. And while we're on the topic, just can you share how the early indicators of traffic and/or volume coming through those partnerships with Perplexity and GPT been? And I think for Perplexity, their Pro users are actually being offered discounted access to LegalZoom products. Can you talk a bit more about how exactly that works, what products they have access to discounts for and if you've seen any interesting disparity between the 2, given that I think one is discounted and the other is not.
Jeffrey Stibel · Operator
Trevor Young
Q3
Great. First one for Noel. Can you share the Formation Nation contribution to revenues in both subscription and transaction revenues, respectively?
Noel Watson
Yes, absolutely. So Formation Nation, first, I should say, we're really happy with the results that Formation Nation is helping to drive in our overall equation. And we've made a lot of effort to integrate them quickly and really think about it as part of the LegalZoom brand and ecosystem. And we're sharing knowledge and we're making decisions between the 2 operations that help drive the overall growth. And so one of the things we've been spending up in marketing there, making some operational investments as well.
And so during the quarter, they were able to drive $9 million -- approximately $9 million of revenue on the transaction side and a little over $5.5 million on the subscription side. So nice sequential improvement there. They're meeting the expectations that we had for them as part of our acquisition thesis and even exceeding that. So it's a nice contribution, but it's certainly driven by that collaboration.
Jeffrey Stibel · Operator
Trevor Young
Q4
I appreciate all that color. And then, Jeff, one for you. On the deeper integration with 1-800, that partnership and the bundling that you alluded to next year, how do you envision the economics to work there? And how do you think about kind of the shared burden of cost to serve as well as customer acquisition costs, for example?
Jeffrey Stibel · Operator
Michael McGovern
Q5
Congrats on a great quarter. There have been some headlines this week even about to the extent that LLMs will provide legal advice or services based on their current terms of service. Do you have any insight into the future of that and how your products can help balance meeting customers where they're at versus potentially needing some level of additional certification or credential when customers receive legal advice produced generatively?
Jeffrey Stibel · Operator
Matthew Condon
Q6
My first one, just obviously, over the past several months, the business formation environment in general has been a very healthy environment. Just, Jeff, you've obviously been driving on subscriptions and trying to decouple from the macro environment. But just can you help us understand how much of the outperformance over the past couple of quarters has been just macro driven versus the things that you guys are doing internally to really drive performance?
Jeffrey Stibel · Operator
Trevor Young
Q7
Maybe just double clicking on one thing you said there, just going after the existing businesses. Just are there any things that you could call out today that you see that are working? And just maybe just talk about the strategy more broadly and how do you bring those businesses onto LegalZoom platform?
Jeffrey Stibel · Operator
Unknown Analyst
Q8
This is [ Jake ]. I'll try. So just the questions. First was really just on the partner channel. The 25% growth seems like a strong acceleration. How much of that was driven by the new embedded flow versus the traditional affiliate platform? And maybe just spend a moment on that flow. I mean it was pretty recent launch. Could you elaborate on what the economic model looks like? Is that kind of part of your strategy to target existing established businesses?
Jeffrey Stibel · Operator
Lucas Cerisola
Q9
This is Lucas Cerisola Morgan Stanley on for Elizabeth Porter. You spoke to the success of the new brand campaign earlier this year and the double-digit ROAS. What other impacts have you seen so far, both in terms of awareness and conversion metrics? And what learnings are you carrying into early next year when new business formation activity typically picks up seasonally?
Jeffrey Stibel · Operator
Lucas Cerisola
Q10
Got it. And then just one more on subscription growth. It's been really solid last couple of quarters.
Jeffrey Stibel · Operator
Lucas Cerisola
Q11
Yes, of course. Comps get pretty tough into next year. I was hoping if you could touch on what other key factors we should keep in mind for modeling subscription growth from here, in particular, how you're balancing volume growth versus ARPU and whether there's going to be any near-term headwinds from lapping M&A, prior price actions or product launches?
Jeffrey Stibel · Operator
Noel Watson
Yes, that's right. Just to build on that. I mean, these are the trends that Jeff was just speaking to and the initiatives that are driving our current growth. We like what we're seeing. We have high confidence in them, and they represent durable growth opportunities for us. So that, to Jeff's point, is driving performance today, but will carry forward into the next year. [ id="-1" name="Operator" /> Our next question comes from Brent Thill from Jefferies.
Unknown Analyst
Q11
This is [ John Bien ] for Brent Thill. Question is around the sales side. So I think last quarter, you mentioned you had some reps from Formation Nation moving over and selling some of the core LZ products. Wondering how that worked out? What was the productivity? And then on some of the executive changes and strategy changes that you mentioned earlier in the prepared remarks, I mean, wondering how you're thinking about how that will translate into go-to-market changes for next year, anything in the sales or incentive structure?
Jeffrey Stibel · Operator
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